What it means
IPO Communications
What does IPO communications cover?
IPO communications covers every public and private message tied to a company going public, from the first planning meetings to the weeks after trading begins. It includes positioning and equity story, media strategy, employee and customer messaging, social media, and the debut-day story. After listing, the company moves into the steady rhythm of public-company disclosure, which is the territory of investor relations.
What are the three IPO communication periods?
An IPO has three communication periods, split by two events: the filing of the registration statement and its declaration of effectiveness by the SEC. The table below summarizes the general picture. Rules differ by company type, so confirm the details with securities counsel.
| Period | Starts and ends | General position |
|---|---|---|
| Pre-filing (quiet period) | From the decision to pursue an IPO until the registration statement is filed | Most restrictive. No offers are permitted, apart from narrow exceptions such as testing-the-waters talks and ordinary-course factual communications. |
| Waiting period | From filing until the SEC declares the registration statement effective | Oral offers are allowed, which is why roadshows are possible. Limited written notices under Rule 134 and a filed preliminary prospectus are also allowed. |
| Post-effective | After the SEC declares the registration statement effective | Sales are permitted. Free writing prospectuses and other communications remain subject to their own conditions. |
The SEC has never defined exactly when the pre-filing period begins. Law firm guidance treats it as starting when the company decides to proceed, which is generally no later than choosing a lead underwriter.
What is gun-jumping and why does it matter?
Gun-jumping is making an offer of securities before the law allows it, and in practice it includes publicity that could build public interest in the offering. The SEC reads the prohibition broadly, so press releases, interviews and social media posts can all create gun-jumping risk. Law firm summaries list three consequences:
- Strict liability for statements that were not vetted through the diligence process.
- An SEC-imposed cooling-off delay to the IPO.
- Rescission rights for people who bought shares.
What can a company say during the quiet period?
During the quiet period a company can usually keep making factual, ordinary-course business communications that match past practice, as long as they do not promote the offering. Several specific rules and safe harbors apply:
- Rule 169 and Rule 168: allow regular release of factual business information by non-reporting and reporting issuers, respectively.
- Rule 163A: a safe harbor for certain communications made more than 30 days before the first public filing.
- Rule 163B: lets any issuer, and those authorized to act for it, test the waters with qualified institutional buyers and institutional accredited investors, before or after filing. It took effect on December 3, 2019.
- Section 5(d): gives emerging growth companies a similar testing-the-waters accommodation, added by the JOBS Act.
- Rule 134: permits limited written notices during the waiting period.
Testing-the-waters messages must not conflict with material information in the registration statement. They do not have to be filed with the SEC or carry a legend, and underwriters increasingly want a clean record of them.
What goes into an IPO communications plan?
An IPO communications plan is a dated schedule of messages, spokespeople and approvals built around the filing timeline and cleared by counsel and underwriters. Common parts include:
- An equity story and message map that matches what the registration statement will say.
- A media and spokesperson policy, including who may speak and what is off limits.
- Employee guidance and a social media policy, since staff posts can count as company communications.
- A calendar that front-loads brand and announcement work, because large branding campaigns right before filing can look like market conditioning.
- A debut-day plan and a handoff to ongoing public-company disclosure.
Illustrative pre-filing checklist (example only)
- Name one approver in legal for every outbound statement.
- List the ordinary-course channels that will keep running and confirm their normal cadence.
- Log every testing-the-waters conversation and who attended.
- Brief executives and employees on what not to say about the offering.
Frequently asked questions
When does the IPO quiet period start?
The SEC has not defined a start date. It is widely treated as beginning when the company decides to go public, generally no later than selecting its lead underwriter.
Can an IPO-bound company still talk to journalists?
Usually yes, for ordinary-course factual business news that matches past practice. Comments about the offering, valuation or growth prospects carry gun-jumping risk and should go through counsel first.
Who can a company talk to under Rule 163B?
Qualified institutional buyers and institutional accredited investors. Before Rule 163B, only emerging growth companies had a statutory testing-the-waters route under Section 5(d).
Do testing-the-waters communications have to be filed?
No. Rule 163B communications need not be filed or carry specific legends, but they still must not conflict with the registration statement, and antifraud liability still applies.
Do these rules apply outside the United States?
This page describes U.S. rules only. Other markets have their own regimes, and a dual listing can bring more than one set into play. Rules change, so confirm current requirements before acting.
Related terms and services: Quiet period, Form S-1, Roadshow, Investor relations glossary, Financial communications glossary, and pre-IPO financial communications.
Sources
- Cornell Legal Information Institute, Waiting period and Pre-filing period
- Pillsbury, SEC Adopts Rule 163B Permitting All Issuers to Test the Waters
- Ropes & Gray, IPO Guide: Communications During an IPO
- Winston & Strawn, IPO Communications presentation, March 2026
- Hamilton & Associates, IPO communications and the quiet period
By the 5W Editorial Team. Reviewed by a human editor before publication. Updated October 28, 2026.